As filed with the Securities and Exchange Commission
on December 21, 1994
Registration No. 33-_____
============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SANTA FE PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3258709
(State or other jurisdiction of (IRS Employer
of incorporation or organization) Identification Number)
1700 East Golf Road, Schaumburg, Illinois 60173-5860
(Address of Principal Executive Offices including Zip Code)
THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY-
BROTHERHOOD OF MAINTENANCE OF WAY EMPLOYEES
401(K) RETIREMENT PLAN
(Full title of plan)
Jeffrey R. Moreland, Esquire
1700 East Golf Road
Schaumburg, Illinois 60173-5860
(708) 995-6000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities to be registered:
Common Stock, ($1.00 par value per share)
Amount to be registered:
1,500,000 shares
Proposed maximum offering price per share (1):
$16.75
Proposed maximum aggregate offering price (1):
$25,125,000
Amount of registration fee:
$8,664
Title of securities to be registered:
Interests in 401(K) Retirement Plan (2)
Amount to be registered:
- --
Proposed maximum offering price per share (1):
- --
Proposed maximum aggregate offering price (1):
- --
Amount of registration fee:
- --
(1) Pursuant to Rules 457(c) and (h) under the Securities
Act of 1933, the proposed maximum offering price per share
is the average of the high and low sale prices reported by
the New York Stock Exchange on December 15, 1994.
(2) Pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an
indeterminate amount of plan interests to be offered or sold
pursuant to The Atchison, Topeka and Santa Fe Railway
Company - Brotherhood of Maintenance of Way Employees
401(k) Retirement Plan.
============================================================
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information called for in Part I of Form S-8 is
currently included in the prospectus for The Atchison,
Topeka and Santa Fe Railway Company - Brotherhood of
Maintenance of Way Employees 401(k) Retirement Plan
(the "Plan"), and is not being filed with or included
in this Form S-8 in accordance with the rules and
regulations of the Securities and Exchange
Commission (the "SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference. The
following documents filed by Santa Fe Pacific Corporation
(the "Registrant") with the SEC are incorporated in this
registration statement by reference:
1. The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 (File No. 1-8627),
including Amendment No. 1 on Form 10K/A dated June 29,
1994, and Amendment No. 2 on Form 10K/A dated October 5,
1994;
2. The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994, including Amendment
No. 1 on Form 10-Q/A dated October 5, 1994;
3. The Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, including Amendment
No. 1 on Form 10-Q/A dated October 5, 1994;
4. The Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1994;
5. The Registrant's Current Report on Form 8-K
dated January 19, 1994;
6. The Registrant's Current Report on Form 8-K
dated June 29, 1994, including Amendment No. 1 on
Form 8-K/A dated July 29, 1994;
7. The Registrant's Current Report on Form 8-K
dated August 3, 1994, including Amendment No. 1
on Form 8-K/A dated October 5, 1994;
8. The Registrant's Current Report on Form 8-K
dated October 5, 1994;
9. The Registrant's Current Report on Form 8-K
dated October 19, 1994;
10. The Registrant's Current Report on Form 8-K
dated October 28, 1994;
11. The Registrant's Current Report on Form 8-K
dated November 2, 1994;
12. The Registrant's Current Report on Form 8-K
dated November 28, 1994; and
13. The description of the Santa Fe Pacific
Corporation Common Stock (the "Common Stock") as set
forth under the sections "Comparison of Certain
Revisions of Certificates of Incorporation and
By-Laws of SFSP, Santa Fe and Southern Pacific" and
"Description of Common Stock of SFSP" in the Joint
Proxy Statement - Prospectus of Santa Fe and
Southern Pacific, dated November 10, 1983, which
sections are incorporated by reference in Item 4
of the Registrant's registration statement on
Form 8-B filed with the Commission on November 29, 1983.
In addition, all documents filed by the Registrant
or the Plan pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), subsequent to the date
hereof and prior to the filing of a post-effective
amendment indicating that all securities offered
pursuant to this registration statement have been
sold or deregistering all such securities then
remaining unsold, shall be deemed to be incorporated
by reference herein and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities. Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Certificate of
Incorporation provides that directors of the
Registrant will not be personally liable for
monetary damages for breaches of fiduciary
duty as directors, except for liability for:
(1) any breach of the duty of loyalty to the
Registrant or its stockholders, (2) acts or
omissions not in good faith or that involve
intentional misconduct or a knowing violation
of law, (3) dividends or other distributions
of corporate assets that are in contravention
of certain statutory or contractual restrictions
or (4) any transaction from which the director
derives an improper personal benefit.
The General Corporation Law of the State of
Delaware (the "Delaware Statute") provides for
indemnification of directors, officers and
employees in certain situations. The Delaware
Statute, by its terms, expressly permits
indemnification where such a person acted
in good faith and in a manner such person
reasonably believed to be in, or not opposed
to, the corporation's best interests, and, in a
criminal action, if such person had no
reasonable cause to believe that his or her
conduct was unlawful. In the case of a claim
by a third party (i.e., a party other than
the corporation), the Delaware Statute expressly
permits indemnification for expenses, judgments,
settlement payments, and other costs. In the
case of a claim by or in the right of the
corporation (including stockholder derivative
suits), the Delaware Statute expressly provides
for indemnification for expenses only, and
not for amounts paid in judgment or settlement
of such actions. Moreover, a corporation cannot,
under the Delaware Statute, provide for
indemnification against expenses in the case
of an action by or in the right of the corporation
if the person seeking indemnification is adjudged
liable to the corporation, unless the indemnification
is ordered by a court. The Delaware Statute also
permits advancement of expenses to directors and
officers upon receipt of any undertaking by such
director or officer to repay all amounts advanced
if it shall ultimately be determined that he or
she is not entitled to be indemnified by the
corporation. In addition, the Delaware Statute
specifically provides that its terms shall not
be deemed exclusive of any other right to
indemnification to which a director, officer
or employee may be entitled under any by-law,
agreement, or vote of stockholders or disinterested
directors.
In addition, the By-Laws of the Registrant
provide that the Registrant shall indemnify, to
the full extent permitted by law, any person
made, or threatened to be made, a party to an
action, suit, or proceeding, whether civil,
criminal, administrative or investigative, by
reason of the fact that he or his legal
representative or the legal representative
of his estate, is or was a director, officer,
or employee of the Registrant, or served or
serves any other enterprise or organization
at the request of the Registrant. The
Registrant has also entered into individual
indemnification agreements with its directors
and officers. At an annual meeting of
stockholders on April 28, 1987, the Registrant's
stockholders ratified such agreements and
authorized substantially similar agreements
in the future with directors, officers and key
employees. The indemnification provided by
such agreements is described in the Registrant's
Notice of Annual Meeting of Stockholders-Proxy
Statement dated March 18, 1987 at pages 21
through 24 and such description is incorporated
herein by reference.
The Registrant also maintains directors'
and officers' liability insurance.
The Plan states that The Atchison, Topeka and
Santa Fe Railway Company (and any other
corporations affiliated with that company
which participate in the Plan) shall indemnify
and hold harmless each member of its Board
of Directors, the Administration Committee,
and each of its officers and employees from
and against any and all liability, loss,
costs, charges, expenses, claims and demands
of every kind and character arising out of
or in any way resulting from, the acts,
omissions or conduct of any such persons in
the management, operation and administration
of the Plan and the trust which any of them
may suffer, incur or sustain, except that
The Atchison, Topeka and Santa Fe Railway
Company shall not indemnify and hold harmless
any such person who, with respect to such
acts, omissions or conduct, is guilty of
willful misconduct or lack of good faith.
The Plan also provides that the Plan or The
Atchison, Topeka and Santa Fe Railway Company
may purchase fiduciary liability insurance
for any members of the board of directors
of The Atchison, Topeka and Santa Fe Railway
Company, for the Administration Committee,
and their members and for the officers and
employees of The Atchison, Topeka and Santa
Fe Railway Company.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4(a) Restated Certificate of Incorporation of
the Registrant, as amended April 26, 1989
(incorporated herein by reference to Exhibit
3(a) to the Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1989).
4(b) By-Laws of the Registrant, as amended
April 27, 1993 (incorporated herein by reference
to Exhibit 3 to the Registrant's Report on Form
10-Q for the quarter ended March 31, 1993).
23 Consent of Price Waterhouse, independent
accountants.
24 Power of Attorney.
In addition, the Registrant hereby undertakes
that it will submit or has submitted the Plan
and any amendment thereto to the Internal
Revenue Service in a timely manner and has
made or will make all changes required by
the Internal Revenue Service in order
to qualify the Plan under Section 401 of the
Internal Revenue Code of 1986, as amended.
Item 9. Undertakings.
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers
or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date
of the registration statement (or the most
recent post-effective amendment thereof) which,
individually, or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(i) and
(a)(ii) do not apply if the information required
to be included in a post-effective amendment
by those paragraphs is contained in periodic
reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the
registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to
be a new registration statement relating to the
securities offered therein, and the offering of
uch securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
2. The Registrant hereby undertakes that, for
the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment and each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration
statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide
offering thereof.
3. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling
persons of the Registrant and affiliated companies
pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been informed
that in the opinion of the SEC such indemnification
is against public policy as expressed in the
Act and is therefore unenforceable. In the
event that a claim for indemnification against
such liabilities (other than the payment by
the Registrant of expenses incurred or paid
by a director, officer or controlling person
of the Registrant in the successful defense
of any action, suit or proceeding) is asserted
by such director, officer or controlling person
in connection with the securities being registered,
the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification
by it is against public policy as expressed in
the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has
reasonable grounds to believe it meets all of
the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly
authorized, in the City of Schaumburg, and State
of Illinois, on the 20th day of December, 1994.
SANTA FE PACIFIC CORPORATION
By: /s/ DENIS E. SPRINGER
_____________________
Denis E. Springer
Its: Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act
of 1933, this registration statement has been
signed by the following persons in the capacities
indicated and on the 20th day of December, 1994.
Signature Title
/s/ ROBERT D. KREBS* Chief Executive Officer and
__________________________ and Director (Principal
Robert D. Krebs Executive Officer)
/s/ DENIS E. SPRINGER Senior Vice President and
__________________________ Chief Financial Officer
Denis E. Springer (Principal Financial Officer)
/s/ THOMAS N. HUND* Vice President and Controller
__________________________ (Principal Accounting Officer)
Thomas N. Hund
/s/ JOSEPH F. ALIBRANDI* Director
__________________________
Joseph F. Alibrandi
/s/ GEORGE DEUKMEJIAN* Director
__________________________
George Deukmejian
/s/ BILL M. LINDIG* Director
__________________________
Bill M. Lindig
/s/ MICHAEL A. MORPHY* Director
__________________________
Michael A. Morphy
/s/ ROY S. ROBERTS* Director
__________________________
Roy S. Roberts
/s/ JOHN S. RUNNELLS II* Director
__________________________
John S. Runnells II
/s/ JEAN HEAD SISCO Director
__________________________
Jean Head Sisco
/s/ EDWARD F. SWIFT* Director
__________________________
Edward F. Swift
/s/ ROBERT H. WEST* Director
__________________________
Robert H. West
* By: /s/ DENIS E. SPRINGER,
______________________________
as attorney-in-fact pursuant to the power of
attorney included as Exhibit 24 to this
Registration Statement
THE PLAN
Pursuant to the requirements of the Securities Act of
1933, the Plan has duly caused this registration
statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the
City of Schaumburg, State of Illinois, on the
20th day of December, 1994.
THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY -
BROTHERHOOD OF MAINTENANCE OF WAY EMPLOYEES
401(K) RETIREMENT PLAN
By: /s/ JOHN J. FLEPS
______________________________________________
Its: Chairman of the Administration Committee
______________________________________________
Exhibit Sequential
Number Description Page Number
_______ ___________ ___________
4(a) Restated Certificate of Incorporation of
the Registrant, as amended April 26, 1989
(incorporated herein by reference to Exhibit 3(a)
to the Registrant's Report on Form 10-K for the
fiscal year ended December 31, 1989). --
4(b) By-Laws of the Registrant, as amended April
27, 1993 (incorporated herein by reference to
Exhibit 3 to the Registrant's Report on Form
10-Q for the quarter ended March 31, 1993). --
23 Consent of Price Waterhouse, independent
accountants. 10
24 Power of Attorney. 11
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of our report
dated February 4, 1994, except for the retroactive
restatement described in Note 2 of the notes to
consolidated financial statements, as to which the
date is June 29, 1994, appearing on page 11 of
Santa Fe Pacific Corporation's Form 8-K/A dated
October 5, 1994. We also consent to the incorporation
by reference of our report on the Consolidated Financial
Statement Schedules, which appears on page 38 of Santa Fe
Pacific Corporation's Form 8-K dated August 3, 1994.
Price Waterhouse LLP
Kansas City, Missouri
December 20, 1994
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, SANTA FE PACIFIC CORPORATION, a Delaware
corporation (the "Company"), will file with the
Securities and Exchange Commission, under the
provisions of the Securities Act of 1933, as amended,
a Registration Statement on Form S-8 relating to
The Atchison, Topeka and Santa Fe Railway
Company-Brotherhood of Maintenance of Way
Employees 401(k) Retirement Plan (the "Plan"); and
WHEREAS, the undersigned serve the Company
in the capacities indicated.
NOW, THEREFORE, each person whose signature appears
below hereby authorizes any Authorized Officer
acting alone to execute in the name of such person
and in the capacity indicated below, and to
file, any amendments to the registration statement
which any Authorized Officer deems necessary or
advisable to enable the Company to comply with
the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof,
and to take any other action on behalf of such
persons which any Authorized Officer deems necessary
or desirable in connection herewith. The term
"Authorized Officer" as applied with respect to
any action taken pursuant to this authorization
means (i) any person who is the Company's Chief
Executive Officer, Chief Financial Officer or Vice
President-Law, at the time such action shall be taken
and (ii) any other officer of the Company or
of a wholly-owned subsidiary of the Company who
shall be authorized by any person identified in clause
(i) to act as an Authorized Officer for purposes
of this paragraph.
Pursuant to the requirements of the Securities Act
of 1933, this Power of Attorney has been signed
by the following persons in the capacities indicated
and on the 20th day of December, 1994.
Signature Title
/s/ ROBERT D. KREBS Chairman, President, Chief
______________________ Executive Officer and Director
Robert D. Krebs (Principal Executive Officer)
/s/ DENIS E. SPRINGER Senior Vice President and Chief
_______________________ Financial Officer
Denis E. Springer (Principal Financial Officer)
/s/ THOMAS N. HUND Vice President and Controller
_______________________ (Principal Accounting Officer)
Thomas N. Hund
/s/ JOSEPH F. ALIBRANDI Director
_______________________
Joseph F. Alibrandi
/s/ GEORGE DEUKMEJIAN Director
_______________________
George Deukmejian
/s/ BILL M. LINDIG Director
_______________________
Bill M. Lindig
/s/ MICHAEL A. MORPHY Director
_______________________
Michael A. Morphy
/s/ ROY S. ROBERTS Director
_______________________
Roy S. Roberts
/s/ JOHN S. RUNNELLS II Director
_______________________
John S. Runnells II
/s/ JEAN HEAD SISCO Director
_______________________
Jean Head Sisco
/s/ EDWARD F. SWIFT Director
_______________________
Edward F. Swift
/s/ ROBERT H. WEST Director
_______________________
Robert H. West
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